NOT FOR DISTRIBUTION IN THE UNITED STATES OR OVER UNITED STATES WIRE SERVICES
Toronto, Ontario (September 10, 2012) - First Capital Realty Inc. (TSX:FCR) (the "Company"), Canada's leading owner, developer and operator of supermarket and drugstore anchored neighbourhood and community shopping centres, located predominantly in growing urban markets, announced today that it has entered into an agreement to sell 12.5 million units ("Units") on a bought deal basis at a price of $19.22 per Unit to a syndicate of underwriters led by TD Securities Inc. for gross proceeds of $240.3 million (the "Offering"). In addition, the Company has granted the syndicate an over-allotment option, exercisable in whole or in part at any time up to October 11, 2012, to purchase up to an additional 15% of the Units issued in the Offering which, if exercised in full, would increase the gross Offering size to $276.3 million.
Each Unit consists of one common share of the Company (a "Share") and 1/4 of a common share purchase warrant (a "Warrant"). Each whole Warrant will entitle the holder to acquire one Share from the Company at a price per Share of $19.75 for a period up to 5:00 p.m. (Toronto time) on August 2, 2013. The Shares and Warrants will separate immediately upon closing of the Offering. The Warrants to be issued in the Offering will have the same terms as the Company's existing warrants (TSX:FCR.WT.B) and an application will be made to list these Warrants on the Toronto Stock Exchange under the same symbol so that they will be entirely fungible with the existing Warrants.
The Offering is scheduled to close on or about September 19, 2012, and is subject to regulatory approval. The Offering is being made under the Company's base shelf prospectus dated September 13, 2010.
The net proceeds from the Offering will be used to fund the Company's operations and repay debt.
"This offering is in-line with our stated key strategic objective to become a higher credit rated company" said Dori J. Segal, President and Chief Executive Officer. "The offering will materially strengthen our financial position and materially increase the public float, which we expect will increase the liquidity of our stock."
The securities offered have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
ABOUT FIRST CAPITAL REALTY (TSX:FCR)
First Capital Realty is Canada's leading owner, developer and operator of supermarket and drugstore anchored neighbourhood and community shopping centres, located predominantly in growing urban markets. The Company currently owns interests in 172 properties, including 6 under ground-up development, totalling approximately 24.0 million square feet of gross leasable area and 3 sites in the planning stage for future retail development.
Forward Looking Statements
This press release contains forward-looking statements and information within the meaning of applicable securities law. Forward-looking statements can be identified by the expressions “expects", “believes", “estimates", "will” and similar expressions. The forward-looking statements are not historical facts but reflect the Company’s current expectations regarding future results or events and are based on information currently available to Management. Certain material factors and assumptions were applied in providing these forward-looking statements.
Management believes that the expectations reflected in forward-looking statements are based upon reasonable assumptions; however, Management can give no assurance that the actual results or developments will be consistent with these forward-looking statements. These forward-looking statements are subject to a number of risks and uncertainties that could cause actual results or events to differ materially from current expectations, including the matters discussed under “Risks and Uncertainties” in First Capital Realty’s 2011 Annual Report and under “Risk Factors” in its current Annual Information Form. Readers, therefore, should not place undue reliance on any such forward-looking statements. Further, a forward-looking statement speaks only as of the date on which such statement is made. First Capital Realty undertakes no obligation to publicly update any such statement or to reflect new information or the occurrence of future events or circumstances except as required by applicable securities law.
All forward-looking statements in this press release are made as of the date hereof and are qualified by these cautionary statements.
For further information regarding First Capital Realty:
Dori J. Segal, President & CEO, or
Karen H. Weaver, Executive Vice President & CFO
First Capital Realty Inc.
85 Hanna Avenue, Suite 400
Toronto, Ontario, Canada M6K 3S3
Tel: (416) 504-4114
www. firstcapitalrealtv. ca